South Korea’s leading portal company Naver is set to make its financial affiliate Naver Financial the 100% owner of cryptocurrency exchange operator Dunamu, the parent company of Upbit, through a comprehensive share swap, the company announced Thursday.
Naver said in a statement that the acquisition aims to “secure future growth engines based on digital assets.” Once the process is complete, Dunamu will become a grandchild company of Naver, with Naver Financial holding a controlling stake of 70%.
Until the transaction is finalized, both Naver Financial and Dunamu will continue their existing operations while focusing on improving management efficiency and enhancing shareholder value, the company said.
The share swap ratio has been set at 1 to 2.54, meaning each Dunamu share will be exchanged for 2.54 Naver Financial shares. Naver explained that the exchange price reflects differences in the total number of shares issued by both companies. Accordingly, the per-share value was set at approximately $330 for Dunamu and $130 for Naver Financial.
The deal values Naver Financial at approximately $3.6 billion and Dunamu at $11 billion, establishing a valuation ratio of 1:3.06. The calculation is based on a discounted cash flow model that incorporates expected future earnings and cash generation potential.
Naver emphasized that the share swap is not yet finalized, noting that the current announcement is a preliminary disclosure to facilitate legal procedures. As such, protective measures for dissenting shareholders will be implemented. Shareholders opposing the acquisition at the upcoming general meeting may submit their objections in writing and exercise share buyback rights. If the total buyback requests exceed $880 million, the deal could be canceled or renegotiated.
The fixed share buyback price has been confirmed at $130 per Naver Financial share.
Naver and Dunamu are scheduled to hold a joint press conference on Friday at Naver’s headquarters in Seongnam, Gyeonggi Province, to officially announce the corporate combination. The event will be attended by Naver Chairman Lee Hae-jin and Dunamu Chairman Song Chi-hyung, who are expected to outline future business plans. Other executives, including Naver CEO Choi Soo-yeon, Dunamu CEO Oh Kyung-seok, and Naver Financial CEO Park Sang-jin, are also expected to participate.
